Tessellis

Board/Management Information • Feb 22, 2024

Informazione Regolamentata n. 0260-12-2024	Data/Ora Inizio Diffusione 22 Febbraio 2024 10:00:02		Euronext Milan
Societa'	:	TISCALI
Identificativo Informazione Regolamentata	:	186470
Utenza - Referente	:	TISCALIN07 - Capoccia
Tipologia	:	REGEM
Data/Ora Ricezione	:	22 Febbraio 2024 10:00:02
Data/Ora Inizio Diffusione	:	22 Febbraio 2024 10:00:02
Oggetto	:	Tessellis S.p.A. - Signed Investment Agreement in Istella S.p.A. and Resigned Chairman of the Board of Directors
Testo del comunicato

Vedi allegato

Signed Investment Agreement in Istella S.p.A. and Resigned Chairman of the Board of Directors

Cagliari, February 21, 2024

Today, Tessellis S.p.A. ("Tessellis"), a company with shares traded on Euronext Milan, and Istella S.p.A. ("Istella") signed a binding letter of intent for the implementation of an investment transaction by Tessellis, or another company of the same Group, in Istella (the "Transaction").

The Transaction, subject to the fulfillment of certain conditions precedent, provides for the commitment of Tessellis or another company of the Group to subscribe to a capital increase of Istella of a maximum countervalue (including share premium) equal to Euro 400.000, excluding option rights pursuant to Article 2441, paragraph 5, of the Italian Civil Code (the "Reserved Capital Increase"), which is expected to be submitted to Istella's shareholders for approval at a called shareholders' meeting, and which will result in an participation of 3.51% of Istella's share capital

In view of the fact that Renato Soru, Chairman of the Board of Directors of Tessellis, is also the main shareholder of Istella, the Transaction constitutes a Related Party Transaction having regard to the subscription of the Reserved Capital Increase. The Transaction, which qualifies as of Lesser Significance, has received a favorable opinion from the Tessellis Related Party Transactions Committee pursuant to applicable regulations.

Also, on today's date, Renato Soru submitted, for personal reasons, his irrevocable and unconditional resignation as Director and Chairman of the Board of Directors of Tessellis. Mr. Soru, a non-executive Director who does not qualify as independent, is not a member of any Board Committee and holds shares in the Company as of today in a total of 1.35%.

The CEO, on behalf of the entire Board of Directors, thanks Dr. Soru for his important and significant contribution to board activities during his term of office.

In particular, the Independent Directors and the Board of Statutory Auditors extend their best wishes for the future and heartfelt thanks to Chairman Soru, founder of Tiscali, who with his vision and ability to anticipate the future has created a very important industrial reality in the Sardinian territory, contributing to the development and diffusion of national telecommunications technology.

Investor Relations Officer

Patrizia Tammaro Silva patrizia.tammarosilva@tiscali.com +39 335 7959913 Press Office Ilenia Loi Ilenia.loi@tiscali.com +39 070 46011

About Tessellis

Tessellis S.p.A. (Italian Stock Exchange. Milan: TSL) is the holding company of the Group created by the merger between Linkem Retail and Tiscali S.p.A. and includes among its business areas that of Tiscali Italia S.p.A., a national operator among the first in the ultrabroadband segment (FWA - Fixed Wireless Access and FTTH - Fiber To The Home), the portal www.tiscali.it, one of the main Italian news portals, with about 8 million visitors per month to its credit, as well as the advertising concessionaire Veesible s.r.l.

Fine Comunicato n.0260-12-2024	Numero di Pagine: 4
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